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Directors Report of Gemstone Investments Ltd.

Mar 31, 2015

The directors are pleased to present this 21st Annual Report of the Company along with the audited financial statements for the financial year ended 31st March, 2015.

Financial Results:

The performance of the Company for the Financial Year ended March 31, 2015 is, summarized as below:

Particulars FY 2014-15 FY 2013-14

Income from Operations 23,223,874.00 10,892,635.00

Other Revenue ---- 7,482.00

Total Revenue 23,223,874.00 10,900,117.00

Employee benefits expense 2,760,635.00 1,990,487.00

Finance costs 1,160,811.46 1,216,532.01

Depreciation and amortization expense 125,127.00 128,100.00

Other expenses 12,997,287.00 4,809,268.22

Total Expenses 17,043,860.46 8,144,387.23

Profit before Exceptional Items and Tax 6,180,013.54 2,755,729.77

Exceptional Items ---- ----

Profit Before Tax 6,180,013.54 2,755,729.77

Current Year Tax 2,062,921.00 904,647.00

Deferred Tax (1,038.00) 4,609.00

Profit After Tax 4,118,130.54 1,846,473.77

Profit for the Year 4,118,130.54 1,846,473.77

Balance brought forward 6,917,146.83 5,070,673.06

Balance carried forward 11,035,277.37 6,917,146.83

Gross Income increased from 10,900,117/- in the FY 2013-14 to 23,223,874/- in FY 2014- 15, recording an increase by 12,323,757. The Profit after Tax also increased to Rs. 4,118,130.54/- in FY 2014-15 as against Rs. 1,846,473.77/- in the FY 2013-14.

Operations:

The operations of the Company are more elaborated in the annexed 'Management Discussion and Analysis Report' which also forms a part of Annual Report.

Share Capital:

The Authorized Share Capital of the company was Rs. 100,000,000/- and the Paid-up Equity Share Capital of the Company as on March 31, 2015, was Rs. 74,750,000. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options. Thus, there was no change in the Authorized or Paid-up Capital or Subscribed Capital during the Financial Year 2014-15.

Dividend:

The Company is in the stage of expansion and thus, in order to conserve the resources of the Company, the Management has not recommended payment of any dividend on the Equity Shares, for the current FY 2014-15.

Transfer to Reserves:

The Company has not transferred any amount to Reserves in the Financial Year 2014-15.

Subsidiaries and Associates:

- Subsidiary / Joint Ventures: The Company does not have any Subsidiary or Joint Ventures.

- Associate Company: The Company holds 24.00% shares in the company Asian Fintrade Services Pvt. Ltd. Thus Asian Fintrade Services Pvt. Ltd is an Associate Company as per meaning of Section 2(6) of the Companies Act, 2013 ("Act"). In terms of Section 129 of the Companies Act, 2013 read with third proviso to Rule 5 of Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of Associate Company in form AOC-1 is enclosed as "Annexure A" which forms part of this report.

Directors:

- Appointment:

1. Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Hitesh Dave, Mr. Mahendra Dave, and Mrs. Shikha Kapasi were appointed as independent directors at the annual general meeting of the Company held on September 30th, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

2. Mr. Devendrakumar Shah was appointed as a Non-Executive director and Mr. Muljibhai Chheda as an Executive Director liable to retire by rotation at the meeting held on 30th September, 2014 in terms of Section 152 & 160 of the Act.

3. The Company has received notice together with requisite deposit of Rs. 1 Lac under Section 160 of the Companies Act, 2013, from the members of the Company proposing the candidature of Mr. Dharmesh Belani and Mrs. Mamata Shetty as a Non Executive Independent Director for a term of five years. Their appointment has been proposed in the Annual General Meeting and a resolution for their appointment forms part of the notice convening the said Annual General Meeting.

- Re-appointment: In accordance with the provisions of the Companies Act, 2013, Mr. Muljibhai Chedda and Mr. Nimesh Ganatra, Director of the Company, being the longest in the office amongst the four directors liable to retire by rotation, retires from the Board by rotation this year and, being eligible, has offered their candidature for re-appointment. Necessary resolution for this purpose is being proposed in the notice of the ensuing Annual General Meeting for the approval of the members. None of the Independent Directors are due for reappointment.

Key Managerial Personnel:

During the year under review, Mr. Anant Palan, Managing Director and Mr. Rohan Barot, Chief Financial Officer (appointed w.e.f 14th November, 2014) were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

Declaration by Independent Directors:

The independent directors have submitted the Declaration of Independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Policy on Directors' Appointment and Remuneration:

The Nomination & Remuneration Committee constituted in accordance with the Section 178 of Companies Act & Revised Clause 49 of Listing Agreement formulates the policy for appointment, removal and remuneration of Directors. The Directors of the Company are appointed by shareholders at the General Meetings. As regards the appointment and tenure of Independent Directors, the Company has adopted the provisions of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

The Company's Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is enclosed as "Annexure B" to this Report.

Performance Evaluation of the Board:

Pursuant to Clause 49 of the Listing Agreement, the Companies Act, 2013, and Schedule IV of the Companies Act, 2013, the evaluation of the Board as a whole and all directors was conducted based on identified criteria and framework.

The performance evaluation of the Chairman, Managing Director and the Non-Independent Directors was carried out by the Independent Directors and the performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The Board has carried out an annual performance of the directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders Relationship & Risk Management Committees.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts on a going concern basis;

- They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

- They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Board Meetings:

Five meetings of the board were held during the year. Details of the meetings of the board are included in the Corporate Governance Report, which forms a part of this report.

Audit Committee:

The Audit Committee comprises of 4 Directors, All the recommendations made by the Audit Committee were accepted by the Board. Further Details pertaining to Audit committee are included in the Corporate Governance Report, which forms part of this report.

Auditors:

- Statutory Auditors: Pursuant to the provisions of Section 139 of the Act and the rules framed, the Statutory Auditors of the Company, M/s. N R Gala & Associates were appointed on 29.09.2014 for a term of three years subject to ratification at every Annual General Meeting. Necessary resolutions for the ratification by members have been put across in the notice which forms a part of this report. The auditors' report for the financial year 2014-15 does not contain any qualifications, reservations or adverse remarks.

- Secretarial Auditor: Pursuant to Section 204 of the Act and rules framed therein the Board of Directors had appointed M/s. Mayank Arora & Co. the Practicing Company Secretary Firm as a Secretarial Auditor on the recommendation of the Audit committee, to conduct Secretarial Audit for the financial year 2014-15. Their report of the Secretarial Audit is given as an "Annexure C" which forms part of this report.

- Internal Auditor: The Board on recommendation of the Audit Committee had appointed M/s. Tejas Nadkarni & Associates as the Internal Auditors.

Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The broad terms of reference of the Committee are stated in the Corporate Governance Report. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Deposits:

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

Particulars of Loans, Guarantees and Investments:

The Company, being a non-banking finance company registered with the Reserve Bank of India and engaged in the business of giving loans, is exempt from complying with the prescribed limits as specified under the provisions of section 186 of the Companies Act, 2013. The details of investments made are given in Notes to the Financial Statements which forms a part of this Report.

Particulars of Contracts or Arrangements Made With Related Parties:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure D" in Form AOC-2 and the same forms part of this report.

Conservation of Energy and Technology Absorption:

The Company, being a non–banking finance company (NBFC), does not have any manufacturing activity. The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as "Annexure E" and it forms part of this Report.

Corporate Social Responsibility:

The conditions as prescribed under the section 135 of the Companies Act, 2013, requiring a Company to constitute a Corporate Social Responsibility Committee is not applicable to the Company. The Board of Directors also periodically reviews the applicability of CSR rules to the Company so as to take necessary steps for constitution of Committee, if required.

Extract of annual return:

As provided under Section 92(3) of the Act, the extract of annual return is enclosed as "Annexure F" in the prescribed Form MGT-9, which forms part of this report.

RBI Guidelines:

The Company is a non-deposit accepting NBFC registered with the Reserve Bank of India. The Company provided all required information to the RBI for the financial year under the review. The Company continues to fulfill all the norms and standards as laid down by the Reserve Bank of India.

Management Discussion and Analysis:

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, "Management Discussion and Analysis" is given separately forming part of this Report.

Corporate Governance:

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities & Exchange Board of India through clause 49 of the Listing Agreement. As required by the said clause, a separate "Report on Corporate Governance" forms part of the Annual Report of the Company. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance also forms part of this Report.

Regulatory Actions:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

Internal Financial Control Systems:

The Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company's internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company.

The Company's internal control system is commensurate with the size, nature and operations of the Company. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new or improved controls.

Human Resources:

The Company recognizes people as its most valuable asset and has built an open, transparent and meritocratic culture to nurture this asset. Therefore adopts friendly human resource (HR) policies to motivate its employees and create a congenial work environment. Merit based recruitment, adequate training facilities, rewards and recognitions are some of the components of its HR policies. Such policies help in skill enhancement, knowledge up gradation and employee motivation, which in turn, contribute to organizational excellence.

Particulars of Employees:

During the year ended March 31, 2015, no employee is drawing remuneration in excess of the amount prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Sexual Harassment at Workplace:

The Company has formulated a policy for prevention and deterrence of acts of sexual harassment. The Policy also defines the procedures for the resolution and settlement of complaints, if any. This policy ensures implementation and compliance with the requirements under the law. There were no such complaints received on sexual harassment so far.

Vigil Mechanism / Whistle Blower Policy:

The Company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

Disclosures:

- There has been no change in the nature of business of the Company during the year under review.

- There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and the date of this Report.

- There Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

- The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

Acknowledgement:

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company for their valuable contribution during the year through their dedication, hard work and commitment and the trust and confidence reposed on us. They also wish to place on record their appreciation of the Company's customers, shareholders, investors, bankers, agents, suppliers, distributors and other business associates for their cooperation and support. Your Directors especially appreciate the continued understanding and confidence of the Members.

For and on behalf of the Board

Sd/-

Place: Mumbai Mahendra Dave

Date: 5th September, 2015. Chairman & Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present their 20th Annual Report on the operations of the Company and the Audited Statement of Accounts for the Year ended 31st March 2014.

* Financial Results:

Particulars 2013-2014 2012-2013

Total Revenue 1,09,00,117.00 1,62,48,107.00

Total Expenses 8,144,387.23 1,19,09,925.03

Profit before Tax 27,55,729.77 43,38,181.97

Tax Expenses 909,256.00 13,96,897.00

Profit After Tax 1,846,473.77 29,41,284.97

During the F.Y. 2013-14, revenue from operations were reported at Rs. 10,892,635/- as against Rs. 16,245,107/- during the F.Y. 2012-13. Further, the Net profit before tax for the F.Y. 2013-14 stood at Rs. 2,755,729.77/- as against Rs. 4,338,181.97/- in F.Y. 2012-13.

Last couple of years, your Company has been facing external challenges which in turn affected the profitability of the Company.

The Board of Directors of your Company are internally framing the strategies and policies to face such challenges and to have edge over it.

Further, the Board is positively working towards the progress and preparing your company to sustain in this competitive world, in the momentum to attaining the growth aspired..

* Dividend:

The Company is in the stage of expansion and keeping in view the same no dividend is declared during the year under consideration.

* Directors:

* Mr. Rohan Barot, Director of your Company retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. *

* As per the Section 152 and 160 of the Companies Act, 2013 and other applicable rules and regulations, time been in force, appointment of Mr. Devendrakumar Shah has been proposed in the forthcoming Annual General Meeting as a Non-Executive Director of the Company. A resolution for his appointment forms part of the notice convening the said Annual general Meeting.

* In accordance to Section 152, 160 and Rule 13 of Companies Act, 2013 Mr. Muljibhai Chheda''s appointment is proposed as an Executive Director on the Board of the Company, subject to members'' approval at the forthcoming Annual General Meeting.

* As per Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the Board of a company and shall be eligible for reappointment for another term of upto five consecutive years.

A person who has already served as an independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to five years only.

* Considering the experience and professional expertise of the independent directors, and in accordance to the applicability of relevant provisions of Companies Act, 2013, it is hereby proposed to the members that the following independent directors be appointed for a period of 5 (FIVE) years w.e.f 1st October, 2014.

* Mr. Hitesh Dave,

* Ms. Shikha Kapasi, and

* Mr. Mahendra Dave

A resolution proposing their tenure as per their tenure of appointment forms part of the Notice of the forthcoming Annual General Meeting of the Company.

* Changes in Capital Structure:

There are no changes in the capital structure of the company during year 2013-14.

* Listing:

The Company''s Equity shares are listed on the Bombay Stock Exchange Limited (BSE LIMITED).

* Public Deposits:

The Company has neither invited nor accepted any deposits during the year under review.

* Director''s Responsibility Statement:

Based on the representations received from the operating management and pursuant to the provisions of Section 217 of the Companies Act, 1956, your Directors confirm that:

* In the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

* They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records, safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

* They have prepared the Annual Accounts on a going concern basis.

* Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Annual Report. A certificate from the Statutory Auditors regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement is appended to this Annual Report.

* Management Discussion and Analysis Report :

A separate report on Management Discussion and Analysis is appended to this Annual Report and forms part of the Directors Report.

* Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

In view of the nature of the activities which are being carried out by the Company, Rules 2A & 2B of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

During the year under review, neither the Company had any Foreign Exchange Earnings nor did it spend any foreign exchange on any account.

* Auditors:

The Statutory Auditors of the Company, M/s. N R Gala & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility for re- appointment in terms of Section 139,141 and 142 of the Companies Act, 2013, subject to members'' approval.

* Employees:

During the year ended March 31, 2014, no employee is drawing remuneration in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975.

* Acknowledgement:

The Board of Directors places its sincere gratitude for the assistance and co-operation received from Banks, Customers and Shareholders. The Directors take the opportunity to express their sincere appreciation for the dedicated services of the Executives and staffs for their contribution to the overall performance of the Company.

For and on behalf of the Board

Sd/- Place: Mumbai Anant Palan Date: 5th September, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors are pleased to present the Annual Report together with Audited Financial Accounts of your Company for the financial year ended 31st March, 2013.

Particulars Year ended 31/03/2013 Year ended 31/03/2012

Total Revenue 1,62,48,107.00 1,82,31,045.00

Total Expenses 1,19,09,925.03 1,15,73,490.91

Profit before Tax 43,38,181.97 66,57,554.09

Tax Expense 13,96,897.00 27,00,560.00

Profit After Tax 29,41,284.97 39,56,994.09

OPERATIONS:

During F.Y. 2012-2013, the Company reported revenue of Rs. 1,62,48,107.00/- as against Rs. 1,82,31,045.00/- during the F.Y. 2011-2012. Further, the Net profit before tax for F.Y. 2012- 2013 stood at Rs. 43,38,181.97/- as against Rs. 66,57,554.09/- for F.Y. 2011-2012.

There has been a fall in the revenues and profitability because of cut throat competition and difficult market conditions. The Management is hopeful of a better performance in the next financial year.

DIVIDEND:

To conserve the resources for the long term need of the Company; your Directors do not recommend payment of any dividend for the year.

DIRECTORS:

Mr. Mahendra Dave, Mr. Rohan Barot and Mrs. Dhara Brahmbhatt, were appointed as Additional Directors on the Board with effect from 9th January, 2013. As per the provisions of Sec 260 of the Companies Act, 1956, they shall hold office till the ensuing Annual General Meeting of the Company. A resolution for their re-appointment has been presented in the Notice convening the Annual General Meeting of the Company.

Your Board recommends the appointment of the above Directors.

None of the Directors are disqualified from being appointed as Directors of the Company as per the provisions of Companies Act, 1956.

AUDITORS:

M/s N. R. Gala & Associates, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating their re-appointment, if considered and approved, will be within the limits of Section 224 (1B) of the Companies Act, 1956.

A resolution for their re-appointment forms part of the notice convening the Annual General Meeting of the Company.

AUDITOR''S REPORT

The observations and comments furnished by the Auditor in his report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments .

AUDIT COMMMITTEE:

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your company hereby confirm:

1. That in the preparation of the annual accounts for FY 2012-13, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit and Loss of the Company for the period.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and from preventing and detecting fraud and other irregularities;

4. That the directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on Management Discussion and Analysis is appended to this Annual Report and forms part of the Directors Report.

CORPORATE GOVERNANCE:

In compliance with Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Annual Report. A certificate from the Statutory Auditors regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement is appended to this Annual Report.

DEPOSITS:

The Company has neither invited nor accepted any Deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, to the extent applicable is given below:

Details of Conservation of Energy:

The operations of your Company do not consume high level of energy. However, adequate measures have been taken to conserve energy by using efficient computers and peripherals.

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL Technology Absorption

Research and Development : NIL Technology Absorption,

Adaption & Innovation : NIL

PARTICULARS OF EMPLOYEES:

There are no employees employed by the Company falling within section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT:

The Board acknowledges the support extended by employees, shareholders, bankers and clients and look forward for their continued support.

For and on behalf of the Board

Gemstone Investments Limited

Sd/-

Director

Date: 4th September, 2013.

Place: Mumbai.


Mar 31, 2012

The Directors are pleased to present the Annual Report together with Audited Financial Accounts of your Company for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS Year ended Year ended 31st March, 2012 31st March, 2011 (Rs. In 000) (Rs. In 000)

Profit before Tax 6657554.09 2956142.27

Provision for tax 2700560.00 896908.00

Profit after Tax 3956994.09 2059234.27

OPERATIONS

During the FY 2011-12, the Company reported gross revenue from operations of Rs. 182310.45 Lacs as against Rs. 227710.34 Lacs during the Fy 2010-11 and record the net profit Rs. 39569.94 for the FY 2011-12 as against the net profit of Rs. 20592.34 Lacs

DIVIDEND

To conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTORS

Ms. Shikha Kapasi and Mr. Hitesh Dave, retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

None of Directors are disqualified from being re-appointed as Directors of the Company as per the disclosure received from them pursuant to Section 274(1)(g) of the Companies Act, 1956.

Your Board recommends the reappointment of the above Directors at the ensuing Annual General Meeting.

During the year 2011-12, Mr. Narendra P. Ganatra resigned from the board w.e.f. 19.01.2012 and Mr. Mahesh Bhanushali & Mr. Pravinchandra Haria ceased to be associated with the board w.e.f. 25.07.2012 due to their resignation. Your Directors place on record their appreciation for the contribution and guidance rendered to the Company during their tenure and wish them all the luck for their future endeavours.

AUDITORS

M/s Shah Jadavji & Co. Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1B) of the Companies Act, 1956. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for the FY 2012-13.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) that the Directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors' Report.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors' Report.

DEPOSITS

The Company has neither invited nor accepted any Fixed Deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, forms to extent applicable are given below:

Details of Conservation of Energy:

The operations of your company do not consume high level of energy. However, adequate measures have been taken to conserve energy by using efficient computers and peripherals.

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

Technology Absorption Research and Development : Nil

Technology absorption, Adaptation & Innovation : Nil

PARTICULARS OF EMPLOYEES:

As there are no employees employed by the company falling within Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 hence relevant disclosures are not required.

ACKNOWLEDGEMENT

The Board acknowledges the support extended by employees, shareholders, bankers and clients and look forward for their continued support.

For and on Behalf of the Board Gemstone Investments Limited

S/d- S/d-

Director Director

Date: September 04, 2012

Place: Mumbai


Mar 31, 2010

The Directors have a pleasure in submitting their Annual Report together with the results of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The financial results of the Company for the year under review are as follows :



31.03.2010 31.03.2009 Amount Amount (Rs. in Lakhs) (Rs. in Lakhs)

Gross Income 87.89 08.09

Total Expenditure 31.13 14.68

Profit/Loss (Before Tax) 56.76 (06.59)



DIVIDEND:

Due to requirement of funds for the current working of the Company, your Directors express their inability to recommend any dividend on Equity Share Capital for the year under review.

OPERATIONAL REVIEW:

The Company at each Board meeting considers a number of performance parameters to access the Companys success in achieving the objectives.

The Key Performance Indicators (KPIs) used to measure the progress and performance of the Company over time are as follows.

- The movement in net asset value per ordinary share compared to benchmark.

- The movement in share prices.

- Total expense ratio.

- Earnings per Share.

- Dividend per Share

In addition to this the Board considers peer group comparative performance.

The Company in its current Financial Year 2009-2010 has achieved a strong and desirable growth as compared to the previous year 2008-2009. Such growth is reflected from the increase in Gross income earned by the Company from its operations, the increase being from 0.89 lacs to 87.89 lacs. As compared to the loss earned by the Company in its previous financial year, the Company has risen in its parameters by achieving a profit of Rs. 56.76 lacs.

FUTURE OUTLOOK:

The Companys performance in the Financial Year 2009-2010 has been encouraging.

The Company has a preliminary view that distribution of financial products would be one of the main lines of business for the Company in future. The management has therefore decided to focus on distribution of financial products as a key business of the Company in the coming years.

The Company has made a cautious beginning in financial product distribution business with a limited product range. The product repertoire would be gradually expanded by taking up distribution of other financial products.

BUSINESS STRATEGY :

Your Directors strategy has been to restructure the Company thoroughly to impart to it the ability to meet the adverse conditions and to work continuously on cost reduction.

To meet its entire clients need, the Company needs to pursue a strategy of being customer centric and Cost effective. As. a full service provider, the Company believes that it can increase its revenues from existing clients as well as attract new clients and markets.

The impressive financial results of the Company clearly demonstrate that your Companys strategy has worked and is possible to continue in future also.

CORPORATE GOVERNANCE:

The Board is committed to achieving and demonstrating high standards of Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement of Stock Exchange are complied with.

The Directors recognize the importance of succession planning for Company Boards and the board composition is reviewed annually.

- The Board

The Board has overall responsibility of the Companys affairs and it has set out a number of matters that are subject to Board approval including strategy, investment policy and Corporate Governance Policy. The Board also reviews the financial statements, investment transactions, revenue budget and performance. Full and timely information is provided to the Board to enable the Board to function efficiently and allow the Directors to discharge their responsibility.

The Board currently comprises of five directors out of which three are independent Directors.

The Directors believe that the Board has a combination of skill and experience which enables it to provide effective strategic leadership and proper governance of the Company Auditors certificate on corporate governance regarding its compliance is produced as a part of Annual Report.

- Directors:

Mr. Narendra Ganatra is appointed as Managing Director of the Company we.f 01/08/2007 for a period of five years and whose period of appointment is due to expire on 31/07/2012.

Mr. Nimesh Ganatra and Mr. Anant Palan, who possessed vast knowledge and expertise in relation to the business of investments of the Company, are proposed for appointment under section 257 of the Companies Act, 1956.

During the year, the Board was in receipt of Resignation from Mrs. Mrudula Shah and the resignation tendered by her was accepted by the members at the AGM.

Your Board places on record its gratitude for the services rendered by the outgoing Director during the tenure of her Directorship of the Company.

- Auditors:

M/sSHAH JADAVJI&CO. Chartered Accountant, Statutory Auditors of the Company, retires in the ensuing Annual General Meeting. Your Directors recommend their appointment for the ensuing year. The Company has received a certificate from them stating that appointment if made, is within the prescribed limit u/s 224(1 B) of the Companies Act, 1956. Members are requested to appoint Auditors and fix their remuneration.

- Acceptance of deposits :

The Company has not accepted any deposits during the year.

- Particulars Of Employees :

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees), Rules, 1975, none of the employees of the Company is drawing salary or commission which exceeds the limit set out in the above Section. The Board is, therefore, not required to furnish any information in this regard.

- Conservation of energy, technology absorption and foreign exchange earnings and outgo :

Since the Company is not carrying any manufacturing activities, the details relating to conservation of energy and technology absorption is not quite relevant to the Company.

- Directors Responsibility Statement :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility Statement, it is hereby confirmed:

That in the preparation of the accounts for the financial year ended 31st March, 2010; the applicable accounting standards have been followed along with proper explanation relating to material departures.

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year under review;

That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the directors have prepared the Accounts for the financial year ended 31st March, 2009 on a going concern basis.

- Management Discussion & Analysis Report :

In conformity with Clause 49 of the Listing Agreement with the Stock Exchange, a Report on Management Discussion & Analysis is appended to this Directors Report.

- Acknowledgement :

Your Directors take this opportunity to place on record their appreciation and gratitude for the cooperation, assistance, guidance and support extended by the Companys Bankers, Shareholders, customers and various Central and State Government Agencies and Local Authorities, personnel at various levels of the Organization.

- Recommendation :

The Board unanimously recommends you to vote in favour of the resolutions to be proposed at the Annual General Meeting.



For and on behalf of Board of Directors

Place : Mumbai Sd/-

Date : 3rd July, 2010 (ManagingDirector)


Mar 31, 2009

The Directors are pleased to present the Fifteen Annual Report and Audited Accounts for the year ended 31s1 March, 2009.

FINANCIAL RESULTS ;

The financial results of the company for the year under review are as follows :

Year ended on Year ended on particulars 31/03/2009 31/03/2008 Gross Income from Operations 74,75,134.00 28,47,051.21 Less: Permanent decline in value of (66,66,185.26) - Long Term Investment Net Income from Operations 8,08,948.74 28,47,051.21 Add: Provisions for NPA not required - - Add: Provisions for permanent decline in - - Long Term Investment not required Other Income - - Provision for non-performing assets - - Total Expenses (14,68,357.19)(9,80,484.05) Interest paid to banks and others - - Bad Debts written off - - Profit/(Loss) before Depreciation and Tax (6,59,408.45) 18,66,567.16 Depreciation - - Provision for Tax - 1,42,500.00 Profit/(Loss) (6,59,408.45) 17,24,067.16

DIVIDEND:

In order to conserve the resources in the form of reserves the company has not recommended any dividend payout for the year ended on 31st March, 2009.

DIRECTORS;

Mrs. Mrudula Shah who was appointed as an Non Executive Director of the Company retires by rotation and being eligible for re-appointment on such terms and conditions as agreed between the Board and Ms. Mrudula Shah.

AUPITQRS;

M/s SHAH JADAVJI & CO. Chartered Accountant, statutory Auditors of the company, retires in the ensuing Annual General Meeting. Your Directors recommend their appointment for the

ensuing year. The company has received a certificate from them stating that appointment if made, is within the prescribed limit u/s 224(1 B) of the Companies Act, 1956. Members are requested to appoint Auditors and fix their remuneration.

ACCPETANCE OF PEPQS1TES

The Company has not accepted any deposits during the year.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees), Rules, 1975, none of the employees of the Company is drawing salary or commission which exceeds the limit set out in the above Section. The Board is, therefore, not required to furnish any information in this regard.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANP QUTGQ:

Since the company is not carrying any manufacturing activities, the details relating to conservation of energy and technology absorption is not quite relevant to the company.

DIRECTORS RESPONSIBILITY STATEMENT;

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility Statement, it is hereby confirmed:

That in the preparation of the accounts for the financial year ended 31st March, 2009; the applicable accounting standards have been followed along with proper explanation relating to material departures.

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the company for the year under review;

That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

That the directors have prepared the Accounts for the financial year ended 31» March, 2009 on a going concern basis.

CORPORATE GOVERNANCE

Your Directors confirm that the Company is fully compliant with the SEBI Guidelines on Corporate Governance, which have been included in Clause 49 of the Listing Agreement with the Stock Exchange. A Report on the subject together with the Report of the Statutory Auditors on the Compliance by the Company, form part of this Directors Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In conformity with Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion & Analysis Report is appended to this Directors Report.

ACKNOWLEDGEMENT :

Your directors wish to place on records their appreciation of the employees, banks R&T agents, Stock Exchange authorities for their able guidance & support. Your directors thank all your customers for the confidence they have reposed in your company.

For and on behalf of Board of Directors Sd/- Sd/- (Managing Director) (Director) Place : Mumbai Date : 1st September, 2009